Welcome to our dedicated page for Regulus Therapeu SEC filings (Ticker: RGLS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Regulus Therapeutics Inc. (RGLS) SEC filings page provides access to the company’s regulatory documents, which trace its transition from a Nasdaq-listed biopharmaceutical issuer to an indirect wholly owned subsidiary of Novartis AG. Regulus has focused on developing medicines targeting microRNAs, with its lead program farabursen (RGLS8429) for autosomal dominant polycystic kidney disease (ADPKD) prominently discussed in its public reports.
Key filings include a Form 8‑K dated June 25, 2025, in which Regulus reports the completion of the acquisition by Novartis. This filing describes the tender offer for all outstanding shares of common stock, the offer consideration composed of a cash amount per share plus a non-tradeable contingent value right (CVR), and the subsequent merger of a Novartis subsidiary with and into Regulus. The 8‑K details how outstanding shares, stock options, restricted stock units, performance-based awards, and warrants were treated in connection with the transaction, and notes that Regulus became the surviving corporation and an indirect wholly owned subsidiary of Novartis.
For trading status and listing history, a Form 25 filed on June 25, 2025, by The Nasdaq Stock Market LLC notifies the removal of Regulus common stock from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. This document reflects the delisting of the RGLS common stock from Nasdaq following the completion of the merger.
Subsequently, a Form 15 filed on July 7, 2025, certifies the termination of registration of Regulus common stock under Section 12(g) of the Exchange Act and the suspension of the company’s duty to file reports under Sections 13 and 15(d). The Form 15 notes that the approximate number of holders of record as of the certification date was one, consistent with Regulus operating as a wholly owned subsidiary.
These filings, together with earlier periodic and current reports, document Regulus Therapeutics’ regulatory history, its microRNA-focused biopharmaceutical activities, and the corporate steps leading to its acquisition and delisting. On Stock Titan, AI-powered tools can help summarize lengthy forms such as 8‑Ks and related exhibits, highlight how securities and contingent value rights were structured, and clarify the implications of Forms 25 and 15 for the historical RGLS ticker and former public shareholders.
Regulus Therapeutics Inc. (NASDAQ: RGLS) has filed Post-Effective Amendment No. 1 to 20 earlier Form S-8 registration statements, thereby deregistering all unsold shares that had been reserved for issuance under its various equity incentive and employee stock purchase plans. The affected registrations – originally filed between 2012 and 2025 – collectively covered tens of millions of shares (before giving effect to the company’s 2018 1-for-12 and 2022 1-for-10 reverse splits).
The technical action follows the closing of Regulus’ merger with Novartis AG on 25 June 2025. Under the April 29 2025 Agreement and Plan of Merger, Novartis’ wholly owned Redwood Merger Sub Inc. was merged into Regulus, leaving Regulus as a wholly owned subsidiary of Novartis. As a consequence, Regulus has terminated all pending offerings and sales of its common stock; the remaining unsold shares registered under the plans are no longer required to be available for issuance and are thus being removed from registration.
The filing classifies Regulus as a non-accelerated filer and smaller reporting company; no new financial statements or earnings data are provided. The amendment is administrative in nature and does not impact the merger consideration already received by former Regulus shareholders.
Regulus Therapeutics Inc. (RGLS) filed a Post-Effective Amendment No. 1 to twenty separate Form S-8 registration statements. The amendment formally deregisters all remaining shares of common stock that had been registered, but were unsold or unissued, under the company’s various equity incentive, inducement and employee stock-purchase plans dating back to 2012.
The filing follows the June 25 2025 closing of Regulus’ merger with Novartis AG, executed under the April 29 2025 Merger Agreement. Upon completion, Redwood Merger Sub Inc. was merged with and into Regulus, making Regulus a wholly-owned subsidiary of Novartis. Consequently, Regulus has terminated all offerings and sales of its securities under the referenced plans, prompting the deregistration.
- Twenty S-8 registration numbers are affected (e.g., 333-184324 through 333-284604).
- Plans impacted include the 2009, 2012 and 2019 Equity Incentive Plans, 2012 & 2022 ESPPs, and 2021 Inducement Plan.
- The share counts cited are pre-reverse-split figures (1-for-12 in 2018, 1-for-10 in 2022).
Key takeaway: The amendment is an administrative step confirming that, post-merger, no additional Regulus shares will be issued from legacy equity programs, effectively eliminating potential future dilution and concluding the company’s standalone SEC-registered equity offerings.
Regulus Therapeutics Inc. (NASDAQ: RGLS) filed a Post-Effective Amendment No. 1 to nineteen previously effective Form S-8 registration statements. The amendment formally deregisters all shares of common stock that remained unsold or unissued under the company’s various equity compensation and employee stock purchase plans, covering grant authorizations dating back to 2009. The action is strictly administrative and follows the closing of Regulus’ acquisition by Novartis AG.
Under the Agreement and Plan of Merger dated 29 April 2025, Redwood Merger Sub Inc.—a wholly owned subsidiary of Novartis—merged with and into Regulus on 25 June 2025. Regulus survived the merger and is now a wholly owned subsidiary of Novartis. Consequently, the company has terminated all securities offerings under the listed plans, making the continued effectiveness of the S-8 registrations unnecessary. Share counts cited in the filing reflect pre-reverse-split numbers and therefore overstate post-split totals; however, those shares were never issued.
Investor takeaway: The filing confirms the consummation of the Novartis transaction and eliminates any potential dilution from legacy equity incentive authorizations. The amendment has no impact on public shareholders because Regulus shares have been converted to the merger consideration and are no longer publicly traded.
Regulus Therapeutics Inc. ("Regulus") has filed a Post-Effective Amendment No. 1 to 20 previously effective Form S-8 registration statements to deregister all remaining shares of common stock that were registered but unsold or unissued under its various equity incentive, inducement and employee stock purchase plans.
The action follows the closing of the company’s merger with Novartis AG on 25 June 2025, pursuant to the Agreement and Plan of Merger dated 29 April 2025. Upon completion of the transaction, Redwood Merger Sub Inc. was merged with and into Regulus, and Regulus now operates as a wholly owned subsidiary of Novartis. As a consequence, Regulus has terminated all offerings under the 2009, 2012, 2019 Equity Incentive Plans, 2021 Inducement Plan, Inducement Plan, 2012 and 2022 Employee Stock Purchase Plans.
The amendment lists each original S-8 filing—from Registration No. 333-184324 (October 2012) through Registration No. 333-284604 (January 2025)—and notes the number of shares originally registered (prior to 1-for-12 and 1-for-10 reverse splits). No new securities are being registered, and the company requests that the SEC remove the unsold shares from registration.
Key Takeaway: The filing is administrative in nature and confirms the formal close of Regulus’ independent equity programs following its acquisition by Novartis.
Regulus Therapeutics Inc. ("RGLS") filed a Post-Effective Amendment No. 1 to twenty separate Form S-8 registration statements on 25 June 2025. The amendment formally deregisters every share of common stock that remained unsold or unissued under the company’s legacy equity compensation and employee stock purchase plans, including the 2009, 2012, 2019 Equity Incentive Plans, the 2021 Inducement Plan and the 2022 ESPP. The affected filings span Registration Nos. 333-184324 through 333-284604 and collectively covered millions of shares that had been reserved for option exercises, restricted stock, inducement grants and ESPP purchases.
The action is purely administrative and follows the closing of Regulus’ merger with Novartis AG on 25 June 2025, executed under the April 29 2025 Agreement and Plan of Merger. Redwood Merger Sub Inc., a wholly owned Novartis subsidiary, was merged into Regulus, leaving Regulus as a wholly owned subsidiary of Novartis. Because the public listing has effectively terminated, Regulus has ceased all offerings of its common stock and therefore no longer requires the shelf capacity provided by the S-8 statements.
Key points for investors
- This filing does not introduce new securities; instead it removes registration of all unsold shares previously authorized for employee equity programs.
- The deregistration is a routine clean-up step that reflects the company’s transition to private ownership under Novartis and the termination of employee stock plans originally designed for a stand-alone public company.
- No financial metrics, purchase consideration or pro-forma information about the Novartis transaction is provided in this document.
Regulus Therapeutics Inc. (RGLS) filed a consolidated Post-Effective Amendment No. 1 on Form S-8 covering 20 historical S-8 registration statements dating back to 2012. The filing deregisters every share of common stock that was previously registered but remains unsold or unissued under the company’s various equity incentive, inducement and employee stock purchase plans.
The amendment is strictly administrative and is triggered by the closing of the company’s merger with Novartis AG on 25 June 2025, pursuant to the 29 April 2025 Merger Agreement. Following the transaction, a Novartis wholly-owned subsidiary merged with and into Regulus, leaving the biotech as a wholly-owned subsidiary of Novartis. As a result, Regulus terminated all public offerings of its securities and must legally remove any unsold shares from registration.
- Plans affected: 2009, 2012, 2019 Equity Incentive Plans; 2012 & 2022 ESPPs; 2021 Inducement Plan; earlier Inducement Plan.
- Scope: Millions of shares registered across the 20 filings, some figures shown pre-reverse-split (1-for-12 in 2018; 1-for-10 in 2022).
- Compliance basis: Undertaking in each S-8 to remove unissued securities once offerings cease (Rule 478).
No financial results are included; the action has no direct impact on Novartis’ or Regulus’ current financial statements but formally ends Regulus’ status as an SEC-reporting issuer for equity compensation purposes. Existing Regulus shareholders will instead hold the merger consideration provided for in the Merger Agreement.
Regulus Therapeutics (NASDAQ:RGLS) announced the completion of its acquisition by Novartis AG through a tender offer and subsequent merger. Novartis acquired RGLS shares for $7.00 in cash per share plus one non-tradeable contingent value right (CVR) worth up to an additional $7.00 per share upon achievement of specified milestones. The tender offer expired on June 24, 2025, with approximately 74.49% of shares validly tendered. Following the tender offer, Merger Sub merged with Regulus on June 25, 2025, making Regulus an indirect wholly-owned subsidiary of Novartis. The deal included provisions for the conversion of stock options, RSUs, and PSUs into cash consideration plus CVRs.
Regulus Therapeutics has filed Form 25-NSE, notifying its voluntary delisting from the Nasdaq Stock Market. The filing, dated June 28, 2025, confirms the removal of the company's Common Stock from listing and registration under Section 12(b) of the Securities Exchange Act of 1934.
Key details:
- Filing processed by Nasdaq AVP Tara Petta on June 25, 2025
- Company headquarters: 4224 Campus Point Court, Suite 210, San Diego, CA 92121
- Commission File Number: 001-35670
This delisting action was executed under 17 CFR 240.12d2-2(c), indicating that Regulus has voluntarily chosen to delist and has complied with all Exchange requirements and SEC regulations governing voluntary withdrawal of securities. This action could significantly impact stock trading and investor access to the company's shares in public markets.